MSGNF / Man Sang International Limited - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Man Sang International Limited
US ˙ OTCPK

Grundläggande statistik
CIK 1468944
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Man Sang International Limited
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
September 6, 2016 15-12G

China Metro-Rural Holdings 15-12G

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OF SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-53776 CHINA METRO-RURAL HOLDINGS LIMITED (Exact name of registran

August 24, 2016 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The NYSE MKT LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 30, 2016, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(a)(3) Th

August 24, 2016 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The NYSE MKT LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 30, 2016, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(a)(3) Th

August 19, 2016 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The NYSE MKT LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 30, 2016, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(a)(3) Th

August 19, 2016 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The NYSE MKT LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 30, 2016, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(a)(3) Th

August 18, 2016 EX-99.1

China Metro-Rural Holdings Limited Completes Merger for Going-Private Transaction

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE China Metro-Rural Holdings Limited Completes Merger for Going-Private Transaction NEW YORK (MARKETWIRE) ? August 18, 2016 ? China Metro-Rural Holdings Limited (NYSEMKT: CNR) is pleased to announce that it has completed the merger for a going-private transaction. Pursuant to an Agreement and Plan of Merger dated as of June 8, 2016, as amended, CMR Merger S

August 18, 2016 EX-99.1

China Metro-Rural Holdings Limited Completes Merger for Going-Private Transaction

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE China Metro-Rural Holdings Limited Completes Merger for Going-Private Transaction NEW YORK (MARKETWIRE) ? August 18, 2016 ? China Metro-Rural Holdings Limited (NYSEMKT: CNR) is pleased to announce that it has completed the merger for a going-private transaction. Pursuant to an Agreement and Plan of Merger dated as of June 8, 2016, as amended, CMR Merger S

August 18, 2016 6-K

China Metro-Rural Holdings FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2016 Commission File Number: 000-53776 China Metro-Rural Holdings Limited Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong (Address o

August 18, 2016 6-K

China Metro-Rural Holdings FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2016 Commission File Number: 000-53776 China Metro-Rural Holdings Limited Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong (Address o

August 18, 2016 6-K

China Metro-Rural Holdings FORM 6-K (Current Report of Foreign Issuer)

FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2016 Commission File Number: 000-53776 China Metro-Rural Holdings Limited Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong (Address o

August 18, 2016 6-K

China Metro-Rural Holdings FORM 6-K (Current Report of Foreign Issuer)

FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2016 Commission File Number: 000-53776 China Metro-Rural Holdings Limited Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong (Address o

August 18, 2016 EX-99.1

China Metro-Rural Holdings Limited Receives Majority Shareholder Approval of Merger For Going Private Transaction

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE China Metro-Rural Holdings Limited Receives Majority Shareholder Approval of Merger For Going Private Transaction NEW YORK (MARKETWIRE) ? August 18, 2016 ? China Metro-Rural Holdings Limited (NYSEMKT: CNR) is pleased to announce that Kind United Holdings Limited and Cafoong Limited, which together beneficially own 52.8% of the total combined voting power

August 18, 2016 EX-99.1

China Metro-Rural Holdings Limited Receives Majority Shareholder Approval of Merger For Going Private Transaction

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE China Metro-Rural Holdings Limited Receives Majority Shareholder Approval of Merger For Going Private Transaction NEW YORK (MARKETWIRE) ? August 18, 2016 ? China Metro-Rural Holdings Limited (NYSEMKT: CNR) is pleased to announce that Kind United Holdings Limited and Cafoong Limited, which together beneficially own 52.8% of the total combined voting power

August 18, 2016 EX-99.1

1

Exhibit 1 Exhibit 1 In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of China Metro-Rural Holdings Limited and further agree that this agreement be included as an exhibit to such filing.

August 18, 2016 SC 13D/A

CNR / China Metro-Rural Holdings Limited / Kind United Holdings Ltd - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Kind United Holdings Limited Kindfar International Limited Zagat International Limited Will

August 18, 2016 SC 13E3/A

CNR / China Metro-Rural Holdings Limited / CHINA METRO-RURAL HOLDINGS Ltd - SC 13E3/A

SC 13E3/A Table of Contents As filed with the Securities and Exchange Commission on August 18, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 18, 2016 SC 13D/A

CNR / China Metro-Rural Holdings Limited / Kind United Holdings Ltd - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Kind United Holdings Limited Kindfar International Limited Zagat International Limited Will

August 18, 2016 SC 13E3/A

CNR / China Metro-Rural Holdings Limited / CHINA METRO-RURAL HOLDINGS Ltd - SC 13E3/A

SC 13E3/A Table of Contents As filed with the Securities and Exchange Commission on August 18, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 2, 2016 EX-99.1

CNR Files Form 20-F

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CNR Files Form 20-F NEW YORK, (MARKETWIRE) ? August 2, 2016 ? China Metro-Rural Holdings Limited (NYSE MKT: CNR) is pleased to announce that it has filed its 2016 annual report on Form 20-F for the fiscal year ended March 31, 2016 with the Securities and Exchange Commission (?SEC?) on August 1, 2016. In addition to the SEC?s website, the Company?s annual

August 2, 2016 6-K

China Metro-Rural Holdings FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2016 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant?s name into English) Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton

August 1, 2016 EX-13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of China Metro-Rural Holdings Limited (the ?Company?) on Form 20-F for the fiscal year ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Sio Kam Seng, Chief Executive Of

August 1, 2016 EX-4.70

3 Dated : 20th January 2016 CHINA METRO-RURAL HOLDINGS LIMITED ( ) CHENG CHUNG HING ( ) LOAN AGREEMENT

Exhibit 4.70 THIS LOAN AGREEMENT made this 20th January, Two Thousand and Sixteen. BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( ), a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and is listed on the NYSE MKT under the ticker symbol ?CNR? (?the Borrower?); (II)

August 1, 2016 EX-12.1

Certification by the Chief Executive Officer and Acting Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-12.1 Exhibit 12.1 Certification by the Chief Executive Officer and Acting Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit t

August 1, 2016 EX-4.65

3 Dated : 1st April 2015 CHINA METRO-RURAL HOLDINGS LIMITED ( ) CHENG CHUNG HING ( ) LOAN AGREEMENT

Exhibit 4.65 THIS LOAN AGREEMENT made this 1st April, Two Thousand and Fifteen. BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( ), a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and is listed on the NYSE MKT under the ticker symbol ?CNR? (?the Borrower?); (II) CH

August 1, 2016 EX-15.1

CONSENT OF VALUATION FIRM

EXHIBIT 15.1 CONSENT OF VALUATION FIRM We hereby consent to the use of the information contained in our reports, dated as of July 20, 2016, relating to valuations of the convertible bonds and certain investment properties, respectively, of the Company. /s/ Savills Valuation and Professional Services Limited Hong Kong August 1, 2016

August 1, 2016 EX-4.66

Part I: Basic Agreement

Exhibit 4.66 ICBC Working Capital Loan Contract Contract Number: [Not disclosed in this translation] The Lender: ICBC Hengyang Hua Xin Branch The Borrower: China Glorious City (Hengyang) Co., Ltd. This Contract regarding the loan grant to the Borrower by the Lender, is entered into upon mutual agreement between the Borrower and the Lender through negotiation. Part I: Basic Agreement 1. Use of Loan

August 1, 2016 EX-4.71

The Borrower:

Exhibit 4.71 Bank of China Working Capital Loan Contract The Borrower: China Glorious City (Nanyang) Industries Co., Ltd. The Lender: Bank of China, Nanyang Branch The Borrower and the Lender has entered into this contract (this ?Contract?) upon mutual agreement regarding granting of working capital loan. Section 1 Loan Amount Currency type: RMB Loan amount: (In words) One Hundred Million (In numb

August 1, 2016 EX-4.67

The Borrower:

Exhibit 4.67 Bank of China Working Capital Loan Contract The Borrower: China Glorious City Investments (Zhoukou) Co., Ltd. The Lender: Bank of China, Zhoukou Branch The Borrower and the Lender has entered into this contract (this ?Contract?) upon mutual agreement regarding granting of working capital loan. Section 1 Loan Amount Currency type: RMB Loan amount: (In words) One Hundred Million (In num

August 1, 2016 EX-15.2

CONSENT OF INDEPENDENT VALUER

EXHIBIT 15.2 CONSENT OF INDEPENDENT VALUER We hereby consent to the use of the information contained in our reports, dated as of 20 July 2016, relating to valuations of the convertible bonds of China Metro-Rural Holdings Limited in your annual report. /s/ APAC Asset Valuation and Consulting Limited Hong Kong August 1, 2016

August 1, 2016 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

Form 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 1, 2016 EX-4.69

3 Dated : 3rd November 2015 CHINA GLORIOUS CITY HOLDINGS LIMITED ( ) CHENG CHUNG HING ( ) LOAN AGREEMENT

Exhibit 4.69 THIS LOAN AGREEMENT made this 3rd November, Two Thousand and Fifteen. BETWEEN : (I) CHINA GLORIOUS CITY HOLDINGS LIMITED ( ), a company incorporated in Hong Kong whose registered office is situate at Suite 2204, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui (?the Borrower?), which is an indirect wholly owned subsidiary of CHINA METRO-RURAL HOLDINGS LIMITED ( ), a company in

August 1, 2016 EX-4.68

3 Dated : 4th August 2015 CHINA METRO-RURAL HOLDINGS LIMITED ( ) CHENG CHUNG HING ( ) LOAN AGREEMENT

Exhibit 4.68 THIS LOAN AGREEMENT made this 4th August, Two Thousand and Fifteen. BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( ), a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and is listed on the NYSE MKT under the ticker symbol ?CNR? (?the Borrower?); (II) C

July 29, 2016 6-K

China Metro-Rural Holdings FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2016 Commission File Number: 000-53776 China Metro-Rural Holdings Limited Suite 2204, 22/F Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong (Address of pr

July 29, 2016 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE China Metro-Rural Holdings Limited Announces Distribution of an Information Statement in connection with Privatization NEW YORK, (MARKETWIRE)?July 29, 2016?China Metro-Rural Holdings Limited (NYSEMKT: CNR) is pleased to announce that the distribution of an Information Statement commenced on July 29, 2016 to shareholders

July 29, 2016 EX-99.(A)(3)

China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong INFORMATION STATEMENT

EX-99.(A)(3) Exhibit (a)(3) China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong INFORMATION STATEMENT This Information Statement is being furnished to you by China Metro-Rural Holdings Limited, a British Virgin Islands limited liability company (the “Company,” “we,” “us,” or similar terms), in connection with (i) an action

July 29, 2016 SC 13E3/A

CNR / China Metro-Rural Holdings Limited / CHINA METRO-RURAL HOLDINGS Ltd - SC 13E3/A

SC 13E3/A Table of Contents As filed with the Securities and Exchange Commission on July 29, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 18, 2016 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE China Metro-Rural Holdings Limited Announces Record Date For Distribution of an Information Statement in connection with Privatization NEW YORK, (MARKETWIRE) ? Jul 18, 2016 ? China Metro-Rural Holdings Limited (NYSEMKT: CNR) is pleased to announce that its Board of Directors has set July 27, 2016 as the record date for t

July 18, 2016 6-K

China Metro-Rural Holdings 6-K (Current Report of Foreign Issuer)

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2016 Commission File Number: 000-53776 China Metro-Rural Holdings Limited Suite 2204, 22/F Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong (Address of princip

July 8, 2016 CORRESP

China Metro-Rural Holdings ESP

CORRESP ORRICK, HERRINGTON & SUTCLIFFE LLP THE ORRICK BUILDING 405 HOWARD STREET SAN FRANCISCO, CALIFORNIA 94105-2669 tel +1-415-773-5700 fax +1-415-773-5759 WWW.

July 8, 2016 EX-99.(A)(3)

China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong INFORMATION STATEMENT

EX-99.(A)(3) Exhibit (a)(3) China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong INFORMATION STATEMENT This Information Statement is being furnished to you by China Metro-Rural Holdings Limited, a British Virgin Islands limited liability company (the “Company,” “we,” “us,” or similar terms), in connection with (i) an action

July 8, 2016 SC 13E3/A

CNR / China Metro-Rural Holdings Limited / CHINA METRO-RURAL HOLDINGS Ltd - SC 13E3/A

SC 13E3/A Table of Contents As filed with the Securities and Exchange Commission on July 8, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 8, 2016 POS AM

China Metro-Rural Holdings POS AM

POS AM As filed with the Securities and Exchange Commission on June 8, 2016 Registration No.

June 8, 2016 POS AM

China Metro-Rural Holdings POS AM

POS AM As filed with the Securities and Exchange Commission on June 8, 2016 Registration No.

June 8, 2016 SC 13E3

CNR / China Metro-Rural Holdings Limited / CHINA METRO-RURAL HOLDINGS Ltd - SC 13E3

SC 13E3 Table of Contents As filed with the Securities and Exchange Commission on June 8, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 8, 2016 EX-99.(D)(6)

ACTION BY WRITTEN CONSENT OF THE MAJORITY BONDHOLDERS June 7, 2016

EX-99.(D)(6) 8 d195957dex99d6.htm EX-99.(D)(6) Exhibit (d)(6) ACTION BY WRITTEN CONSENT OF THE MAJORITY BONDHOLDERS June 7, 2016 Pursuant to Condition 12(A) of the Terms and Conditions (the “Terms and Conditions”) of those certain US$60,000,000 aggregate principal amount of 14 per cent. Guaranteed Secured Convertible Bonds due 2017 (the “Bonds”) of Willis Plus Limited, a limited liability company

June 8, 2016 EX-99.(A)(3)

China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong INFORMATION STATEMENT

EX-99.(A)(3) Exhibit (a)(3) China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong INFORMATION STATEMENT This Information Statement is being furnished to you by China Metro-Rural Holdings Limited, a British Virgin Islands limited liability company (the “Company,” “we,” “us,” or similar terms), in connection with (i) an action

June 8, 2016 EX-99.(D)(5)

WRITTEN CONSENT AND WAIVER (DEED OF UNDERTAKING AND NEGATIVE PLEDGE AGREEMENT)

EX-99.(D)(5) 7 d195957dex99d5.htm EX-99.(D)(5) Exhibit (d)(5) WRITTEN CONSENT AND WAIVER (DEED OF UNDERTAKING AND NEGATIVE PLEDGE AGREEMENT) This Written Consent and Waiver (this “Consent and Waiver”) is entered into as of June 7, 2016 by and between Willis Plus Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Convertible Bondholder”), Mr. Cheng

June 8, 2016 SC 13D/A

CNR / China Metro-Rural Holdings Limited / Kind United Holdings Ltd - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Kind United Holdings Limited Kindfar International Limited Zagat International Limited Will

June 8, 2016 EX-99.(D)(3)

ACTION BY WRITTEN CONSENT OF THE MAJORITY BONDHOLDERS June 7, 2016

EX-99.(D)(3) 5 d195957dex99d3.htm EX-99.(D)(3) Exhibit (d)(3) ACTION BY WRITTEN CONSENT OF THE MAJORITY BONDHOLDERS June 7, 2016 Pursuant to Condition 13(A) of the Terms and Conditions (the “Terms and Conditions”) of those certain US$60,000,000 aggregate principal amount of 14 per cent. Guaranteed Secured Convertible Bonds due 2017 (the “Bonds”) of China-Metro Rural Holdings Limited, a limited lia

June 8, 2016 EX-99.(D)(1)

AGREEMENT AND PLAN OF MERGER

EX-99.(D)(1) Exhibit (d)(1) AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (“Agreement”) is entered into on this 8th day of June, 2016, by and among: (1) China Metro-Rural Holdings Limited, a limited liability company incorporated under the laws of the British Virgin Islands, with its registered office located at Omar Hodge Building, Wickhams Cay I, PO Box 362, Road Town, Tortola,

June 8, 2016 EX-99.(D)(2)

WRITTEN CONSENT AND WAIVER (10% CONVERTIBLE BONDS DUE 2016)

EX-99.(D)(2) 4 d195957dex99d2.htm EX-99.(D)(2) Exhibit (d)(2) WRITTEN CONSENT AND WAIVER (10% CONVERTIBLE BONDS DUE 2016) This Written Consent and Waiver (this “Consent and Waiver”) is entered into as of June 7, 2016 by and between Cheng Chung Hing, a natural person (the “Bondholder”), and by China Metro-Rural Holdings Limited, a limited liability company incorporated under the laws of the British

June 8, 2016 EX-99.1

1

EX-99.1 Exhibit 1 In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of China Metro-Rural Holdings Limited and further agree that this agreement be included as an exhibit to such filing. Each party

June 8, 2016 EX-99.(D)(4)

WRITTEN CONSENT AND WAIVER

EX-99.(D)(4) 6 d195957dex99d4.htm EX-99.(D)(4) Exhibit (d)(4) WRITTEN CONSENT AND WAIVER (WARRANTS) This Written Consent and Waiver (this “Consent and Waiver”) is entered into as of June 7, 2016 by and between Willis Plus Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Warrantholder”), and by China Metro-Rural Holdings Limited, a limited liabili

May 20, 2016 6-K

China Metro-Rural Holdings 6-K (Current Report of Foreign Issuer)

6-K 1 d183166d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2016 Commission File Number: 000-53776 China Metro-Rural Holdings Limited Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Ko

May 20, 2016 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d183166dex991.htm EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces Privatization NEW YORK, (MARKETWIRE) – May 20, 2016 – China Metro-Rural Holdings Limited (the “Company”) is pleased to announce its plan for going-private or privatization (“Privatization”). “We believe there are many benefits to taking CNR private, which support the strategic go

January 25, 2016 6-K

China Metro-Rural Holdings 6-K (Current Report of Foreign Issuer)

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2016 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant?s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road

November 27, 2015 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces its Results for the Six Months ended September 30, 2015 NEW YORK, (MARKETWIRE) ? November 27, 2015 ? China Metro-Rural Holdings Limited (the ?Company?) is pleased to announce its unaudited consolidated financial results of the Company and its subsidiaries (collectively the ?Group?) for the six months ended

November 27, 2015 6-K

China Metro-Rural Holdings FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2015 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant?s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canto

November 6, 2015 6-K

China Metro-Rural Holdings 6-K (Current Report of Foreign Issuer)

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2015 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant?s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Roa

August 4, 2015 6-K

China Metro-Rural Holdings FORM 6-K (Current Report of Foreign Issuer)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2015 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant?s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsi

July 31, 2015 EX-4.53

1

Exhibit 4.53 Loan Contract Party A (The Borrower): Shenzhen Northeast Logistics City Co., Ltd. Party B (The Lender): [Not disclosed in this translation] The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: (Word) Renminbi Thirty Five Million (Number) RMB35,000,000 Section

July 31, 2015 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d76775dex991.htm EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Files Form 20-F and Letter from the Chairman NEW YORK—(MARKETWIRE)—July 31, 2015—China Metro-Rural Holdings Limited (the “Company” or “CNR”) (NYSE MKT: CNR) today announced the filing of its 2015 annual report on Form 20-F for the fiscal year ended March 31, 2015 with the Securities and Exc

July 31, 2015 EX-15.2

CONSENT OF VALUATION FIRM

EXHIBIT 15.2 CONSENT OF VALUATION FIRM We hereby consent to the use of the information contained in our reports, dated as of 24 July 2015, relating to valuations of certain investment properties and self-used properties of the Company in your annual report. /s/ Savills Valuation and Professional Services Limited Hong Kong July 31, 2015

July 31, 2015 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 31, 2015 EX-4.58

Chapter 1: Conditions of the Entrusted Debt Investment

Exhibit 4.58 BOC International (China) Limited Bank of China Entrusted Debt Investment Agreement Contract Number: [Not disclosed in this translation] The Principal: BOC International (China) Limited (As Manager of BOC International (China) ? Bank of China No. 1 Directed Asset Management Scheme) Legal Representative: [Not disclosed in this translation] Address: [Not disclosed in this translation] T

July 31, 2015 EX-4.56

Part I: Basic Agreement

Exhibit 4.56 ICBC Fixed Asset Loan Contract Contract Number: [Not disclosed in this translation] The Lender: ICBC Zhoukou Dong Cheng Branch The Borrower: China Glorious City Investments (Zhoukou) Co., Ltd. This Contract regarding the loan grant to the Borrower by the Lender, is entered into upon mutual agreement between the Borrower and the Lender through negotiation. Part I: Basic Agreement 1. Us

July 31, 2015 EX-15.3

CONSENT OF INDEPENDENT VALUER

EXHIBIT 15.3 CONSENT OF INDEPENDENT VALUER We hereby consent to the use of the information contained in our reports, dated as of 22 July 2015, relating to valuations of the convertible bonds and warrants of China Metro-Rural Holdings Limited in your annual report. /s/ APAC Asset Valuation and Consulting Limited Hong Kong July 31, 2015

July 31, 2015 EX-4.54

3 Dated : 8th April 2014 CHINA METRO-RURAL HOLDINGS LIMITED ( ) [Not disclosed] LOAN AGREEMENT

Exhibit 4.54 THIS LOAN AGREEMENT made this 8th April, Two Thousand and Fourteen. BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( ), a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and is listed on the NYSE MKT under the ticker symbol ?CNR? (?the Borrower?); (II) [

July 31, 2015 EX-4.52

1

Exhibit 4.52 Loan Contract Party A (The Borrower): Shenzhen Northeast Logistics City Co., Ltd. Party B (The Lender): [Not disclosed in this translation] The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: (Word) Renminbi Twenty Eight Million Eighty Thousand (Number) RMB28

July 31, 2015 EX-13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of China Metro-Rural Holdings Limited (the ?Company?) on Form 20-F for the fiscal year ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Sio Kam Seng, Chief Executive Of

July 31, 2015 EX-12.1

Certification by the Chief Executive Officer and Acting Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Chief Executive Officer and Acting Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state

July 31, 2015 6-K

China Metro-Rural Holdings 6-K (Current Report of Foreign Issuer)

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2015 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant?s name into English) Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Ts

July 31, 2015 EX-4.60

3 Dated : 7th August 2014 CHINA METRO-RURAL HOLDINGS LIMITED ( ) [Not disclosed] LOAN AGREEMENT

Exhibit 4.60 THIS LOAN AGREEMENT made this 7th August, Two Thousand and Fourteen. BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( ), a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and is listed on the NYSE MKT under the ticker symbol ?CNR? (?the Borrower?); (II)

July 31, 2015 EX-4.62

3 Dated : 22nd September 2014 CHINA METRO-RURAL HOLDINGS LIMITED ( ) [Not disclosed] LOAN AGREEMENT

Exhibit 4.62 THIS LOAN AGREEMENT made this 22nd September, Two Thousand and Fourteen. BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( ), a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and is listed on the NYSE MKT under the ticker symbol ?CNR? (?the Borrower?); (

July 31, 2015 EX-4.64

Section 1 Terms of the Loan

Exhibit 4.64 Bank of Tieling Fixed Asset Loan Contract Contract Number: [Not disclosed in this translation] Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Bank of Tieling , Development Zone Branch The Borrower and the Lender and has entered into this Contract relating to grant of the loan to the Borrower, and is agreed by both parties unanimously. Section 1 Terms

July 31, 2015 6-K

China Metro-Rural Holdings FORM 6-K (Current Report of Foreign Issuer)

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2015 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant?s name into English) Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Ro

July 31, 2015 EX-4.51

1

Exhibit 4.51 Loan Contract Party A (The Borrower): Shenzhen Northeast Logistics City Co., Ltd. Party B (The Lender): [Not disclosed in this translation] The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: (Word) Renminbi Thirty Million (Number) RMB30,000,000 Section 2 Loa

July 31, 2015 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-15.1 19 d49158dex151.htm EX-15.1 EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-184774) of China Metro-Rural Holdings Limited of our report dated July 31, 2015 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Hong Kong Jul

July 31, 2015 EX-4.57

The Borrower:

Exhibit 4.57 Bank of China Working Capital Loan Contract The Borrower: China Glorious City Investments (Zhoukou) Co., Ltd. The Lender: Bank of China, Zhoukou Branch The Borrower and the Lender has entered into this contract (this ?Contract?) upon mutual agreement regarding granting of working capital loan. Section 1 Loan Amount Currency type: RMB Loan amount: (In words) Ten Million (In numbers) 10

July 31, 2015 EX-4.61

3 Dated : 19th September 2014 CHINA METRO-RURAL HOLDINGS LIMITED ( ) [Not disclosed] LOAN AGREEMENT

Exhibit 4.61 THIS LOAN AGREEMENT made this 19th September, Two Thousand and Fourteen. BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( ), a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and is listed on the NYSE MKT under the ticker symbol ?CNR? (?the Borrower?); (

July 31, 2015 EX-4.63

3 Dated : 11th February 2015 CHINA METRO-RURAL HOLDINGS LIMITED ( ) [Not disclosed] LOAN AGREEMENT

EX-4.63 14 d49158dex463.htm EX-4.63 Exhibit 4.63 THIS LOAN AGREEMENT made this 11th February, Two Thousand and Fifteen. BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED ( ), a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and is listed on the NYSE MKT under the ticke

July 31, 2015 EX-4.55

1

EX-4.55 6 d49158dex455.htm EX-4.55 Exhibit 4.55 Loan Contract Party A (The Borrower): Shenzhen Northeast Logistics City Co., Ltd. Party B (The Lender): [Not disclosed in this translation] The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation. Section 1 Loan Amount Loan amount: (Word) Renminbi Thirty Five Mill

July 31, 2015 EX-4.59

Section 1 Terms of the Loan Paragraph 1. Purpose of the Loan

Exhibit 4.59 Tieling Xinxing Village Bank Working Capital Loan Contract Contract Number: [Not disclosed in this translation] Loan Contract The Borrower: Tieling Shengtai Hotel Co., Ltd. The Lender: Tieling Xinxing Village Bank The Borrower and the Lender and has entered into this Contract relating to grant of the loan to the Borrower, and is agreed by both parties unanimously. Section 1 Terms of t

May 4, 2015 SC 13G/A

CNR / China Metro-Rural Holdings Limited / Xianfu Lin - SC 13G AMENDMENT NO. 1 Passive Investment

SC 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Lin Xianfu Rm 1601, No 5 Zhang Yang Road 1050 Pudong Xin Qu, Shanghai China

April 10, 2015 6-K

China Metro-Rural Holdings 6-K (Current Report of Foreign Issuer)

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2015 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant?s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road,

January 14, 2015 CORRESP

CNR / China Metro-Rural Holdings Limited CORRESP - -

CORRESP [Letterhead of Orrick, Herrington & Sutcliffe LLP] January 14, 2015 Brett E.

December 11, 2014 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d836572dex991.htm EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE China Metro Rural Holdings Limited Announces Resignation of a Director NEW YORK, (MARKETWIRE) – December 11, 2014 – The Board of Directors of China Metro-Rural Holdings Limited (NYSE MKT: CNR) (the “Company”) today has announced that Mr. Su Shaobin (“Mr. Su”) has tendered his resignation as a

December 11, 2014 6-K

CNR / China Metro-Rural Holdings Limited 6-K - Current Report of Foreign Issuer - 6-K

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2014 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Roa

November 26, 2014 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d827643dex991.htm EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE China Metro Rural Holdings Limited Announces Resignation of a Director NEW YORK, (MARKETWIRE) – November 26, 2014 – The Board of Directors of China Metro-Rural Holdings Limited (NYSE MKT: CNR) (the “Company”) today has announced that Ms. Leung Wai Yan (“Ms. Leung”) has tendered her resignation

November 26, 2014 6-K

CNR / China Metro-Rural Holdings Limited 6-K - Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2014 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canto

November 26, 2014 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d825234dex991.htm EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces its Results for the Six Months ended September 30, 2014 NEW YORK, (MARKETWIRE) – November 26, 2014 – China Metro-Rural Holdings Limited (the “Company”) is pleased to announce its unaudited consolidated financial results of the Company and its subsidiaries (collectively the “Group

November 26, 2014 6-K

CNR / China Metro-Rural Holdings Limited 6-K - Current Report of Foreign Issuer - 6-K

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2014 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Roa

November 3, 2014 SC 13D/A

CNR / China Metro-Rural Holdings Limited / Kind United Holdings Ltd - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Kind United Holdings Limited Willis Plus Limited Cheng Chung Hing, Ricky Leung Moon Lam c/o

November 3, 2014 EX-99.1

SCHEDULE A Directors and Executive Officers of Kind United Holdings Limited Name Business Address Present Principal Occupation or Employment Cheng Chung Hing, Ricky c/o China Metro-Rural Holdings Limited, Suite 2204, 22/F, Sun Life Tower, The Gateway

EX-99.1 Exhibit 1 SCHEDULE A Directors and Executive Officers of Kind United Holdings Limited Name Business Address Present Principal Occupation or Employment Cheng Chung Hing, Ricky c/o China Metro-Rural Holdings Limited, Suite 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong Director of China Metro-Rural Limited and Director of China Metro-Rural Exchange L

August 1, 2014 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE Appointment of President of Greater China New York, NY (AUGUST 1, 2014) — China Metro-Rural Holdings Limited (“CNR”) today announced the appointment of Mr. Lin Xianfu (“Mr. Lin”) to the Company’s senior management as the President of Greater China effective from August 1, 2014. In his new role, Mr. Lin will be responsibl

August 1, 2014 6-K

CNR / China Metro-Rural Holdings Limited 6-K - Current Report of Foreign Issuer - FORM 6-K

6-K 1 d765075d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2014 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, Th

July 30, 2014 SC 13G

CNR / China Metro-Rural Holdings Limited / Xianfu Lin - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Lin Xianfu Rm 1601, No 5 Zhang Yang Road 1050 Pudong Xin Qu, Shanghai China (Name, Address and

July 11, 2014 EX-4.43

Section 1 Terms of the Loan

EX-4.43 Exhibit 4.43 Bank of Tieling Fixed Asset Loan Contract Contract Number: [Not disclosed in this translation] Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Bank of Tieling , Development Zone Branch The Borrower and the Lender and has entered into this Contract relating to grant of the loan to the Borrower, and is agreed by both parties unanimously. Section

July 11, 2014 EX-12.1

Certification by the Chief Executive Officer and Acting Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-12.1 Exhibit 12.1 Certification by the Chief Executive Officer and Acting Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit t

July 11, 2014 20-F

CNR / China Metro-Rural Holdings Limited 20-F - - FORM 20-F

Form 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 11, 2014 EX-4.50

Section 1 Terms of the Loan

EX-4.50 Exhibit 4.50 Bank of Tieling Fixed Asset Loan Contract Contract Number: [Not disclosed in this translation] Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Bank of Tieling , Development Zone Branch The Borrower and the Lender and has entered into this Contract relating to grant of the loan to the Borrower, and is agreed by both parties unanimously. Section

July 11, 2014 EX-4.40

Part I: Basic Agreement

EX-4.40 Exhibit 4.40 ICBC Working Capital Loan Contract Contract Number: [Not disclosed in this translation] The Lender: ICBC Hengyang Hua Xin Branch The Borrower: China Glorious City (Hengyang) Co., Ltd. This Contract regarding the loan grant to the Borrower by the Lender, is entered into upon mutual agreement between the Borrower and the Lender through negotiation. Part I: Basic Agreement 1. Use

July 11, 2014 EX-4.41

1 AVIC Trust Co., Ltd. Trust Loan Contract

EX-4.41 Exhibit 4.41 AVIC Trust Co., Ltd. Trust Loan Contract The Borrower: China Northeast Logistics City Dezhou Co., Ltd. The Lender: AVIC Trust Co., Ltd. Whereas: 1. Due to funding needs for the operation of Northeast Logistics City –Dezhou, the Borrower applies to the Lender for a Trust Loan. 2. The Lender agrees, pursuant to terms of this Contract, to grant to the Borrower a trust loan from i

July 11, 2014 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d755576dex991.htm EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Files Form 20-F and Letter from the Chairman NEW YORK—(MARKETWIRE) — July 11, 2014 — China Metro-Rural Holdings Limited (the “Company” or “CNR”) (NYSE MKT: CNR) today announced the filing of its 2014 annual report on Form 20-F for the fiscal year ended March 31, 2014 with the Securities an

July 11, 2014 EX-15.4

CONSENT OF INDEPENDENT VALUER

EX-15.4 Exhibit 15.4 The Directors China Metro-Rural Holdings Limited Suite 2204, 22/F Sun Life Tower The Gateway 15 Canton Road Tsimshatsui Kowloon APAC Asset Valuation and Consulting Limited Unit 08, 14/F, Loon Kee Building 267-275 Des Voeux Road Central Hong Kong T : (852) 2357 0059 F : (852) 2951 0799 11 July 2014 Dear Sirs, CONSENT OF INDEPENDENT VALUER We hereby consent to the use of the inf

July 11, 2014 EX-4.44

Section 1 Terms of the Loan

EX-4.44 Exhibit 4.44 Bank of Tieling Fixed Asset Loan Contract Contract Number: [Not disclosed in this translation] Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Bank of Tieling , Development Zone Branch The Borrower and the Lender and has entered into this Contract relating to grant of the loan to the Borrower, and is agreed by both parties unanimously. Section

July 11, 2014 EX-4.48

2 Dated : 21st day of November, 2013 CHINA METRO-RURAL HOLDINGS LIMITED [not disclosed] LOAN AGREEMENT

EX-4.48 Exhibit 4.48 THIS LOAN AGREEMENT made this 21st day of November, Two Thousand and Thirteen. BETWEEN : (I) CHINA METRO-RURAL HOLDINGS LIMITED , a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and is listed on the NYSE MKT under the ticker symbol “CNR” (“the Bo

July 11, 2014 EX-4.45

2 Dated : 19th day of November, 2013 CHINA METRO-RURAL HOLDINGS LIMITED [Not disclosed] LOAN AGREEMENT

EX-4.45 7 d679241dex445.htm EX-4.45 Exhibit 4.45.1 THIS LOAN AGREEMENT made this 19th day of November, Two Thousand and Thirteen. BETWEEN: (I) CHINA METRO-RURAL HOLDINGS LIMITED , a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and is listed on the NYSE MKT under the

July 11, 2014 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-15.1 EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-184774) of China Metro-Rural Holdings Limited of our report dated July 11, 2014 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Hong Kong July 11, 2014

July 11, 2014 6-K

CNR / China Metro-Rural Holdings Limited 6-K - Current Report of Foreign Issuer - 6-K

6-K 1 d755576d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2014 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gatew

July 11, 2014 EX-99.1

China Metro-Rural Holdings Limited Dear Shareholders: July 11, 2014

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited Dear Shareholders: July 11, 2014 You are cordially invited to join us at the Annual General Meeting of shareholders of China Metro-Rural Holdings Limited, or China Metro, to be held at 10:30 a.m. (Hong Kong time) on September 5, 2014. The Annual General Meeting will be held at China Metro-Rural Holdings Limited, located at Suite 2204, 22/F, S

July 11, 2014 EX-4.49

BOND CERTIFICATE WITH TERMS AND CONDITIONS CHINA METRO-RURAL HOLDINGS LIMITED (a company limited by shares incorporated in the British Virgin Islands) US$5,000,000 10% CONVERTIBLE BOND DUE 2016

EX-4.49 Exhibit 4.49.1 BOND CERTIFICATE WITH TERMS AND CONDITIONS CHINA METRO-RURAL HOLDINGS LIMITED (a company limited by shares incorporated in the British Virgin Islands) US$5,000,000 10% CONVERTIBLE BOND DUE 2016 Certificate number: 1 Issued pursuant to a resolution of the board of directors of China Metro-Rural Holdings Limited (the “Issuer”) passed on December 9, 2013. THE ISSUER HEREBY CERT

July 11, 2014 EX-4.46

2 Dated : 20th day of November, 2013 CHINA METRO-RURAL HOLDINGS LIMITED CHENG CHUNG HING LOAN AGREEMENT

EX-4.46 Exhibit 4.46 THIS LOAN AGREEMENT made this 20th day of November, Two Thousand and Thirteen. BETWEEN: (I) CHINA METRO-RURAL HOLDINGS LIMITED , a company incorporated in the British Virgin Islands whose registered office is situate at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and is listed on the NYSE MKT under the ticker symbol “CNR” (“the Bor

July 11, 2014 EX-15.2

Intelliwise Financial Engineering Advisory Corp. Ltd.

Exhibit 15.2 Intelliwise Financial Engineering Advisory Corp. Ltd. 4th Floor, No. 152, Section.4, Nanjing E. Road Taipei, Taiwan 105, R.O.C. Tel: 886-2-2570-3938 Fax: 886-2-2570-5336 Date: July 11, 2014 We hereby consent to the use of the information contained in our reports, dated as of April 15, 2014, relating to valuation of the warrants of China Metro-Rural Holdings Limited. /s/ Yea-Mow Chen,

July 11, 2014 6-K

CNR / China Metro-Rural Holdings Limited 6-K - Current Report of Foreign Issuer - 6-K

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2014 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Ts

July 11, 2014 EX-4.47

Part I: Basic Agreement

EX-4.47 9 d679241dex447.htm EX-4.47 Exhibit 4.47 ICBC Fixed Asset Loan Contract Contract Number: [Not disclosed in this translation] The Lender: ICBC Hengyang Hua Xin Branch The Borrower: China Glorious City (Hengyang) Co., Ltd. This Contract regarding the loan grant to the Borrower by the Lender, is entered into upon mutual agreement between the Borrower and the Lender through negotiation. Part I

July 11, 2014 EX-13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-13.1 EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of China Metro-Rural Holdings Limited (the “Company”) on Form 20-F for the fiscal year ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sio Kam Seng, Chief Exec

July 11, 2014 EX-15.3

The Board of Directors

EX-15.3 Exhibit 15.3 The Board of Directors China Metro-Rural Holdings Limited Suite 2204, 22/F Sun Life Tower The Gateway 15 Canton Road Tsimshatsui Kowloon Hong Kong Anthony C.K. Lau E: [email protected] DL: (852) 2840 4617 F: (852) 2501 5590 23/F Two Exchange Square Central, Hong Kong EA LICENCE: C-023750 T: (852) 2801 6100 savills.com 3 July 2014 Our Ref.: HK/2014/VPS/12026(CL)/AL/NC/ck Dear

July 11, 2014 EX-4.42

Part I: Basic Agreement

EX-4.42 Exhibit 4.42 ICBC Working Capital Loan Contract Contract Number: [Not disclosed in this translation] The Lender: ICBC Hengyang Hua Xin Branch The Borrower: China Glorious City (Hengyang) Co., Ltd. This Contract regarding the loan grant to the Borrower by the Lender, is entered into upon mutual agreement between the Borrower and the Lender through negotiation. Part I: Basic Agreement 1. Use

July 10, 2014 EX-99.1

China Metro-Rural Holdings Limited China Metro-Rural Holdings Limited Announces Webcast Alert: Investment Community Conference Call Webcast Alert: Investment Community Conference Call (China Metro-Rural)

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited China Metro-Rural Holdings Limited Announces Webcast Alert: Investment Community Conference Call Webcast Alert: Investment Community Conference Call (China Metro-Rural) New York, NY (JULY 10, 2014) — China Metro-Rural Holdings Limited (CNR) announces the following Webcast: What: China Metro-Rural Webcast Update When: July 14, 2014 @ 10:00 AM

July 10, 2014 6-K

CNR / China Metro-Rural Holdings Limited 6-K - Current Report of Foreign Issuer - 6-K

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2014 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, T

May 13, 2014 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2014 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Roa

May 13, 2014 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE China Metro-Rural Holdings Limited Sets 20-F Filing Date NEW YORK, (MARKETWIRE) – May 13, 2014 – China Metro-Rural Holdings Limited (NYSE MKT: CNR) (the “Company”) is pleased to inform its shareholders that its Form 20-F for the fiscal year ended March 31, 2014 (“2014 Form 20-F”) is set to be filed on July 11, 2014. The

March 25, 2014 EX-99.12

BOND CERTIFICATE WITH TERMS AND CONDITIONS CHINA METRO-RURAL HOLDINGS LIMITED (a company limited by shares incorporated in the British Virgin Islands) US$5,000,000 10% CONVERTIBLE BOND DUE 2016

EX-99.12 Exhibit 12 BOND CERTIFICATE WITH TERMS AND CONDITIONS CHINA METRO-RURAL HOLDINGS LIMITED (a company limited by shares incorporated in the British Virgin Islands) US$5,000,000 10% CONVERTIBLE BOND DUE 2016 Certificate number: 1 Issued pursuant to a resolution of the board of directors of China Metro-Rural Holdings Limited (the “Issuer”) passed on December 9, 2013. THE ISSUER HEREBY CERTIFI

March 25, 2014 EX-99.13

BOND CERTIFICATE WITH TERMS AND CONDITIONS CHINA METRO-RURAL HOLDINGS LIMITED (a company limited by shares incorporated in the British Virgin Islands) US$10,000,000 10% CONVERTIBLE BOND DUE 2016

EX-99.13 Exhibit 13 BOND CERTIFICATE WITH TERMS AND CONDITIONS CHINA METRO-RURAL HOLDINGS LIMITED (a company limited by shares incorporated in the British Virgin Islands) US$10,000,000 10% CONVERTIBLE BOND DUE 2016 Certificate number: 1 Issued pursuant to a resolution of the board of directors of China Metro-Rural Holdings Limited (the “Issuer”) passed on December 9, 2013. THE ISSUER HEREBY CERTIF

March 25, 2014 SC 13D/A

CNR / China Metro-Rural Holdings Limited / Kind United Holdings Ltd - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Kind United Holdings Limited Willis Plus Limited Cheng Chung Hing, Ricky Leung Moon Lam c/o

March 25, 2014 EX-99.1

SCHEDULE A Directors and Executive Officers of Kind United Holdings Limited Name Business Address Present Principal Occupation or Employment Cheng Chung Hing, Ricky c/o China Metro-Rural Holdings Limited, Suite 2204, 22/F, Sun Life Tower, The Gateway

EX-99.1 Exhibit 1 SCHEDULE A Directors and Executive Officers of Kind United Holdings Limited Name Business Address Present Principal Occupation or Employment Cheng Chung Hing, Ricky c/o China Metro-Rural Holdings Limited, Suite 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong Director of China Metro-Rural Limited and Director of China Metro-Rural Exchange L

March 24, 2014 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d697668dex991.htm EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces Closing for issuance of US$10 Million Convertible Bonds NEW YORK, (MARKETWIRE) – March 20, 2014 – China Metro-Rural Holdings Limited (the “Company”) is pleased to announce the closing of a private placement of US$10,000,000 principal amount, 10 per cent. convertible bonds due 201

March 24, 2014 6-K/A

Current Report of Foreign Issuer - 6-K/A

6-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2014 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Ro

March 24, 2014 EX-99.2

[China Metro-Rural Letterhead]

EX-99.2 Exhibit 99.2 [China Metro-Rural Letterhead] March 20, 2014 Dear Warrant Holders, RE: ADJUSTMENT TO THE EXERCISE PRICE OF WARRANTS In respect of the Warrants that the Company issued to you on May 11, 2011 and further to the letters we sent to you dated August 16, 2011 concerning adjustment due to certain share issuances in August of 2011, July 16, 2012 concerning adjustment due to the certa

March 21, 2014 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces Closing for issuance of US$10 Million Convertible Bonds NEW YORK, (MARKETWIRE) – March 20, 2014 – China Metro-Rural Holdings Limited (the “Company”) is pleased to announce the closing of a private placement of US$10,000,000 principal amount, 10 per cent. convertible bonds due 2016 (the “2014 Bonds”), to a m

March 21, 2014 EX-99.2

[China Metro-Rural Letterhead]

EX-99.2 Exhibit 99.2 [China Metro-Rural Letterhead] March 20, 2014 Dear Warrant Holders, RE: ADJUSTMENT TO THE EXERCISE PRICE OF WARRANTS In respect of the Warrants that the Company issued to you on May 11, 2011 and further to the letters we sent to you dated August 16, 2011 concerning adjustment due to certain share issuances in August of 2011, July 16, 2012 concerning adjustment due to the certa

March 21, 2014 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2014 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton R

January 28, 2014 EX-99.2

[China Metro-Rural Letterhead]

EX-99.2 Exhibit 99.2 [China Metro-Rural Letterhead] January 28, 2014 Dear Warrant Holders, RE: ADJUSTMENT TO THE EXERCISE PRICE OF WARRANTS In respect of the Warrants that the Company issued to you on May 11, 2011 and further to the letters we sent to you dated August 16, 2011 concerning adjustment due to certain share issuances in August of 2011, July 16, 2012 concerning adjustment due to the cer

January 28, 2014 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2014 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton

January 28, 2014 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces Closing for issuance of US$5 Million Convertible Bonds NEW YORK, (MARKETWIRE) – January 28, 2014 – China Metro-Rural Holdings Limited (the “Company”) is pleased to announce the closing of a private placement of US$5,000,000 principal amount, 10 per cent. convertible bonds due 2016 (the “2014 Bonds”), to an

December 24, 2013 EX-99.1

[China Metro-Rural Letterhead]

EX-99.1 Exhibit 99.1 [China Metro-Rural Letterhead] December 23, 2013 Dear Warrant Holders, RE: ADJUSTMENT TO THE EXERCISE PRICE OF WARRANTS In respect of the Warrants that the Company issued to you on May 11, 2011 and further to the letters we sent to you dated August 16, 2011 concerning adjustment due to certain share issuances in August of 2011, July 16, 2012 concerning adjustment due to the ce

December 24, 2013 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2013 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2208, 22/F Sun Life Tower, The Gateway, 15 Canto

December 20, 2013 6-K

Current Report of Foreign Issuer - 6-K

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2013 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Roa

December 20, 2013 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces Closing for issuance of US$15 Million Convertible Bonds NEW YORK, (MARKETWIRE) – December 20, 2013 – China Metro-Rural Holdings Limited (the “Company”) is pleased to announce the closing for the issuance of US$15,000,000 principal amount, 10 per cent. convertible bonds (the “Bonds”) due 2016 convertible int

December 6, 2013 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2013 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canto

December 6, 2013 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE China Metro Rural Holdings Limited Announces Resignation of Non-Executive Director NEW YORK, (MARKETWIRE) – December 6, 2013 – The Board of Directors of China Metro-Rural Holdings Limited (NYSE MKT: CNR) (the “Company”) today has announced that Mr. Cheng Chung Hing (“Mr. Cheng”) has tendered his resignation as member of

December 4, 2013 EX-99.11

SHARE PURCHASE AND SALE AGREEMENT

EX-99.11 Exhibit 11 SHARE PURCHASE AND SALE AGREEMENT This Share Purchase and Sale Agreement (“Agreement”) is made and entered into by and among Kudos Limited a B.V.I. corporation with its registered office located at P. O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Selling Shareholder”) and Cheng Chung Hing , (the “Buyer”) holder of Hong Kong Identit

December 4, 2013 SC 13G/A

CNR / China Metro-Rural Holdings Limited / Kudos Ltd - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

Amendment No. 1 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Kudos Limited Room 1008, Tower A, Hunghom Commercial Centre 39 Ma Ta

December 4, 2013 SC 13D/A

CNR / China Metro-Rural Holdings Limited / Kind United Holdings Ltd - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

Amendment No. 4 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Kind United Holdings Limited Willis Plus Limited Cheng Chung Hing, R

December 4, 2013 EX-99.1

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf on December 4, 2013.

EX-99.1 Exhibit 1 In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares of China Metro-Rural Holdings Limited and further agree that this agreement be included as an exhibit to such filing. Each party

December 2, 2013 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2013 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canto

December 2, 2013 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Files Interim Results and Letter from the Chairman NEW YORK, (MARKETWIRE) – December 2, 2013 – China Metro-Rural Holdings Limited (the “Company”) announces the filing of its interim results for the six months ended September 30, 2013 with the Securities and Exchange Commission (“SEC”) and the following letter from th

November 29, 2013 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2013 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canto

November 29, 2013 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces its Results for the Six Months ended September 30, 2013 NEW YORK, (MARKETWIRE) – November 29, 2013 – China Metro-Rural Holdings Limited (the “Company”) is pleased to announce its unaudited consolidated financial results of the Company and its subsidiaries (collectively the “Group”) for the six months ended

July 22, 2013 6-K

Current Report of Foreign Issuer - FORM 6-K

FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2013 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Ro

July 22, 2013 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE China Metro-Rural Holdings Limited Announces Webcast Alert: Investment Community Conference Call NEW YORK, (MARKETWIRE) – July 22, 2013 – China Metro-Rural Holdings Limited (the “Company”) is pleased to announce its upcoming Investment Community Conference Call Webcast. Webcast Alert: Investment Community Conference Call

July 19, 2013 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces Mr. LEE Che Chiu, Arthur’s Resignation as the Chief Financial Officer NEW YORK, (MARKETWIRE) – July 19, 2013 – China Metro-Rural Holdings Limited (the “Company”) announces that Mr. LEE Che Chiu, Arthur (“Mr. Lee”) has tendered his resignation to the Board of Directors (the “Board”) resigning from the positi

July 19, 2013 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2013 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Ro

July 18, 2013 EX-4.36

The Borrower: Dezhou Northeast Logistics City Co., Ltd.

EX-4.36 6 d565422dex436.htm EX-4.36 Exhibit 4.36 Bank of China Fixed Assets Loan Contract The Borrower: Dezhou Northeast Logistics City Co., Ltd. The Lender: Bank of China, Dezhou Decheng Branch The Borrower and the Lender has entered into this fixed assets contract (this “Contract”) upon mutual agreement. Section 1 Loan Amount Currency type: RMB Loan amount: (In words) Sixty-Five Million (In numb

July 18, 2013 EX-4.23

China Northeast Logistics City Co., Ltd. Northeast City Central Arcade Project Loan RMB Syndicated Loan Borrower: China Northeast Logistics City Co., Ltd. Lender: ICBC Shenzhen Branch ICBC Liaoning Branch China Merchant Bank June 2012 ICBC/CMB Syndic

EX-4.23 2 d565422dex423.htm EX-4.23 Exhibit 4.23 ICBC/CMB Syndicated Loan Contract Contract Number: [Not disclosed in this translation] China Northeast Logistics City Co., Ltd. Northeast City Central Arcade Project Loan RMB Syndicated Loan Borrower: China Northeast Logistics City Co., Ltd. Lender: ICBC Shenzhen Branch ICBC Liaoning Branch China Merchant Bank June 2012 ICBC/CMB Syndicated Loan Cont

July 18, 2013 EX-4.38

Section 1 Terms of the Loan Paragraph 1. Purpose of the Loan

EX-4.38 Exhibit 4.38 Tieling Commercial Bank Contract Number: [Not disclosed in this translation] Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Bank of Tieling , Development Zone Branch The Borrower and the Lender and has entered into this Contract relating to grant of the loan to the Borrower, and is agreed by both parties unanimously. Section 1 Terms of the Loa

July 18, 2013 EX-4.39

Dated: 15th day of March, 2013 CHINA METRO-RURAL LIMITED UNITED SUCCESS DEVELOPMENTS LIMITED LOAN AGREEMENT

EX-4.39 Exhibit 4.39 Dated: 15th day of March, 2013 ******************************** CHINA METRO-RURAL LIMITED and UNITED SUCCESS DEVELOPMENTS LIMITED ******************************** LOAN AGREEMENT ******************************** 1 THIS LOAN AGREEMENT made this 15th day of March, Two Thousand and Thirteen. BETWEEN : (I) CHINA METRO-RURAL LIMITED , a company incorporated in the British Virgin Isl

July 18, 2013 EX-99.1

China Metro-Rural Holdings Limited Dear Shareholders: July 18, 2013

EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited Dear Shareholders: July 18, 2013 You are cordially invited to join us at the Annual General Meeting of shareholders of China Metro-Rural Holdings Limited, or China Metro, to be held at 10:30 a.m. (Hong Kong time) on September 5, 2013. The Annual General Meeting will be held at China Metro-Rural Holdings Limited, located at Suite 2204, 22/F, S

July 18, 2013 EX-4.35

October 15, 2012 CHINA METRO-RURAL LIMITED Tieling North Asia Development Co., Ltd. (Tieling Company) Run Xing Investments Limited (Company A) Honour Noble Holdings Limited (Company B) (Collectively referred to as the “Purchasers”) SU Shaobin Qiqihar

EX-4.35 Exhibit 4.35 October 15, 2012 CHINA METRO-RURAL LIMITED (Seller) And Tieling North Asia Development Co., Ltd. (Tieling Company) And Run Xing Investments Limited (Company A) and Honour Noble Holdings Limited (Company B) (Collectively referred to as the “Purchasers”) And SU Shaobin And Qiqihar China Focus City Holdings (Group) Co., Ltd. (Target B) Agreement for the Acquisition of (1) China F

July 18, 2013 EX-4.33

Part I: Commercial Terms

EX-4.33 3 d565422dex433.htm EX-4.33 Exhibit 4.33 SPD Bank Working Capital Loan Contract Contract Number: [Not disclosed in this translation] The Borrower: China Northeast Logistics City Co., Ltd. The Lender:Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: For funding needs, the Borrower applies for working capital loan from the Lender:After review, the Lender agrees to grant the

July 18, 2013 EX-13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-13.1 EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of China Metro-Rural Holdings Limited (the “Company”) on Form 20-F for the fiscal year ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sio Kam Seng, Chief Exec

July 18, 2013 EX-12.1

Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-12.1 Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary t

July 18, 2013 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2013 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Ro

July 18, 2013 EX-15.2

CONSENT OF VALUATION FIRM [Letterhead of Intelliwise Financial Engineering Advisory Corp. Ltd.]

EX-15.2 16 d565422dex152.htm EX-15.2 EXHIBIT 15.2 CONSENT OF VALUATION FIRM [Letterhead of Intelliwise Financial Engineering Advisory Corp. Ltd.] Date: July 18, 2013 We hereby consent to the use of the information contained in our reports, dated as of June 20, 2011, June 21, 2012 and June 29, 2013, relating to valuation of the warrants of China Metro-Rural Holdings Limited. /s/ Yea-Mow Chen Yea-Mo

July 18, 2013 EX-13.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-13.2 EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of China Metro-Rural Holdings Limited (the “Company”) on Form 20-F for the fiscal year ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lee Che Chiu, Chief Fina

July 18, 2013 EX-4.34

Part I: Commercial Terms

EX-4.34 Exhibit 4.34 SPD Bank Working Capital Loan Contract Contract Number: [Not disclosed in this translation] The Borrower: China Northeast Logistics City Co., Ltd. The Lender:Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: For funding needs, the Borrower applies for working capital loan from the Lender:After review, the Lender agrees to grant the loan in accordance with the

July 18, 2013 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d570350dex991.htm EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Files Form 20-F and Letter from the Chairman NEW YORK—(MARKETWIRE) — July 18, 2013 — China Metro-Rural Holdings Limited (the “Company” or “CNR”) (NYSE MKT: CNR) today announced the filing of its 2013 annual report on Form 20-F for the fiscal year ended March 31, 2013 with the Securities an

July 18, 2013 EX-15.3

CONSENT OF VALUATION FIRM [Letterhead of Savills Valuation and Professional Services Limited]

EX-15.3 17 d565422dex153.htm EX-15.3 EXHIBIT 15.3 CONSENT OF VALUATION FIRM [Letterhead of Savills Valuation and Professional Services Limited] The Board of Directors China Metro-Rural Holdings Limited Suite 2204, 22/F Sun Life Tower The Gateway 15 Canton Road Tsimshatsui Kowloon Hong Kong 18 July 2013 Our Ref.: HK/2013/VPS/10103(CL)/AL/NC/fc Dear Sirs, RE: CHINA METRO-RURAL HOLDINGS LIMITED (THE

July 18, 2013 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-15.1 15 d565422dex151.htm EX-15.1 EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-165783), Registration Statement on Form F-3 (No. 333-171825) and Registration Statement on Form F-3 (No. 333-184774) of China Metro-Rural Holdings Limited of our report dated July 18, 2013 r

July 18, 2013 6-K

Current Report of Foreign Issuer - 6-K

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2013 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Ts

July 18, 2013 EX-4.37

China Northeast Logistics City Co., Ltd. Northeast City Zones F and G Project Loan RMB Syndicated Loan Borrower: China Northeast Logistics City Co., Ltd. Lender: ICBC Shenzhen Branch ICBC Liaoning Branch China Merchant Bank October 2012 ICBC/CMB Synd

EX-4.37 7 d565422dex437.htm EX-4.37 Exhibit 4.37 ICBC/CMB Syndicated Loan Contract Contract Number: [Not disclosed in this translation] China Northeast Logistics City Co., Ltd. Northeast City Zones F and G Project Loan RMB Syndicated Loan Borrower: China Northeast Logistics City Co., Ltd. Lender: ICBC Shenzhen Branch ICBC Liaoning Branch China Merchant Bank October 2012 ICBC/CMB Syndicated Loan Co

July 18, 2013 20-F

- FORM 20-F

Form 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 18, 2013 EX-12.2

Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-12.2 Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Lee Che Chiu, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary t

May 31, 2013 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d546488dex991.htm EX-99.1 Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces New Project in Hengyang NEW YORK, (MARKETWIRE) – May 31, 2013 – China Metro-Rural Holdings Limited (the “Company”) is pleased to announce new project in Hengyang, the PRC. The Company, through its subsidiary, has recently entered into an auction and has won the bidding of approxi

May 31, 2013 6-K

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2013 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant?s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsimsh

March 28, 2013 CORRESP

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Company Acceleration Request China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong March 28, 2013 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.

March 28, 2013 CORRESP

-

CORRESP China Metro-Rural Holdings Limited Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimshatsui, Kowloon, Hong Kong March 28, 2013 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.

March 28, 2013 F-3/A

- F-3/A

F-3/A Table of Contents As filed with the Securities and Exchange Commission on March 28, 2013 Registration No.

January 22, 2013 CORRESP

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Reed Smith LLP 599 Lexington Avenue New York, NY 10022-7650 +1 212 521 5400 Fax +1 212 521 5450 reedsmith.

December 11, 2012 CORRESP

-

Correspondence Reed Smith LLP 599 Lexington Avenue New York, NY 10022-7650 +1 212 521 5400 Fax +1 212 521 5450 reedsmith.

November 30, 2012 EX-99.1

China Metro-Rural Holdings Limited

Press Release Announcing Chairman's Letter to Shareholders Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Files Interim Results and Letter from the Chairman NEW YORK, (MARKETWIRE) – November 30, 2012 – China Metro-Rural Holdings Limited (the “Company”) announces the filing of its interim results for the six months ended September 30, 2012 with the Securities and Exchange

November 30, 2012 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2012 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canto

November 30, 2012 EX-99.1

China Metro-Rural Holdings Limited

Press Release Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces its Results for the Six Months ended September 30, 2012 NEW YORK, (MARKETWIRE) – November 30, 2012 – China Metro-Rural Holdings Limited (the “Company”) is pleased to announce its unaudited consolidated financial results of the Company and its subsidiaries (collectively the “Group”) for the six months

November 30, 2012 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2012 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canto

November 6, 2012 EX-10.1

TRANSLATION Dated 15th October 2012 China Metro-Rural Limited Tieling North Asia Development Co., Ltd (“Tieling Company”) Run Xing Investments Limited (“Company A”) and Honour Noble Holdings Limited (“Company B”) (Company A and Company B collectively

Exhibit 10.1 TRANSLATION Dated 15th October 2012 China Metro-Rural Limited (“Vendor”) and Tieling North Asia Development Co., Ltd (“Tieling Company”) and Run Xing Investments Limited (“Company A”) and Honour Noble Holdings Limited (“Company B”) (Company A and Company B collectively as “Purchasers”) and Mr. Su Shaobin and Qiqihar China Focus City Holdings (Group) Co. Ltd (“Target Company B”) Agreem

November 6, 2012 F-3

- FORM S-3

F-3 1 d423565df3.htm FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on November 6, 2012 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F–3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 China Metro-Rural Holdings Limited (Exact name of registrant as specified in its charter) British Virgin Islands Not App

October 17, 2012 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d425369dex991.htm PRESS RELEASE Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR announces the disposition of its project in Qiqihar NEW YORK, (MARKETWIRE) — October 17, 2012 — China Metro-Rural Holdings Limited (the “Company”) (NYSE MKT: CNR) announces entering into an agreement for the disposition of the majority of its equity interests in its subsidiaries invo

October 17, 2012 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2012 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton

October 9, 2012 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2012 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton

October 9, 2012 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d421650dex991.htm PRESS RELEASE Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces the Appointment of A Non-Executive Director NEW YORK—(MARKETWIRE) — October 9, 2012 — China Metro-Rural Holdings Limited (NYSE MKT: CNR) is pleased to announce the appointment of Mr. HUI Wan Fai, Eddie (“Eddie” or “Mr. HUI”) as a Non-Executive Director with effect from Octo

August 20, 2012 EX-99.1

[China Metro-Rural Letterhead]

Notice to Warrant Holders dated August 20, 2012. Exhibit 99.1 [China Metro-Rural Letterhead] August 20, 2012 Dear Warrant Holders, RE: ADJUSTMENT TO THE EXERCISE PRICE OF WARRANTS In respect of the Warrants that the Company issued to you on May 11, 2011 and further to the letters we sent to you dated August 16, 2011 and July 16, 2012 concerning adjustment due to certain share issuances in August o

August 20, 2012 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2012 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2208, 22/F Sun Life Tower, The Gateway, 15 Canton

August 15, 2012 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d396231dex991.htm PRESS RELEASE Exhibit 99.1 Press Release dated August 15, 2012. China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces Closing for the Issuance of US$60 Million Guaranteed Secured Convertible Bonds and Warrants Exercisable to Purchase Up to 6 Million Ordinary Shares NEW YORK - (MARKETWIRE) — August 15, 2012 — China Metro-Rural Holdings Limited (NYSE MKT:

August 15, 2012 EX-99.1

SCHEDULE A Directors and Executive Officers of Kind United Holdings Limited Name Business Address Present Principal Occupation or Employment Cheng Chung Hing, Ricky c/o China Metro-Rural Holdings Limited, Suite 2204, 22/F, Sun Life Tower, The Gateway

Joint Filing Agreement Exhibit 1 SCHEDULE A Directors and Executive Officers of Kind United Holdings Limited Name Business Address Present Principal Occupation or Employment Cheng Chung Hing, Ricky c/o China Metro-Rural Holdings Limited, Suite 2204, 22/F, Sun Life Tower, The Gateway, 15 Canton Road, Tsimshatsui, Kowloon, Hong Kong Director of China Metro-Rural Holdings Limited and Director of Chin

August 15, 2012 SC 13D/A

CNR / China Metro-Rural Holdings Limited / Kind United Holdings Ltd - SCHEDULE 13D AMENDMENT NO. 3 Activist Investment

SC 13D/A 1 d395213dsc13da.htm SCHEDULE 13D AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Kind United Holdings Limited Willis Plus

August 15, 2012 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2012 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton

August 3, 2012 EX-99.6

Dated [—] 2012 M.S. ELECTRONIC EMPORIUM LIMITED CHINA METRO-RURAL LIMITED CHINA METRO-RURAL EXCHANGE LIMITED CHINA METRO-RURAL DEVELOPMENT LIMITED CHINA FOCUS CITY (H.K.) HOLDINGS LIMITED as Guarantors of the Bonds issued by CHINA METRO-RURAL HOLDING

Definitive Form of Subsidiary Guarantee Exhibit 99.6 Dated [—] 2012 M.S. ELECTRONIC EMPORIUM LIMITED CHINA METRO-RURAL LIMITED CHINA METRO-RURAL EXCHANGE LIMITED CHINA METRO-RURAL DEVELOPMENT LIMITED CHINA FOCUS CITY (H.K.) HOLDINGS LIMITED as Guarantors of the Bonds issued by CHINA METRO-RURAL HOLDINGS LIMITED Linklaters 10th Floor, Alexandra House Chater Road Hong Kong Telephone (+852) 2842 4888

August 3, 2012 EX-99.7

Dated 24 July 2012 MR. CHENG CHUNG HING MR. LEUNG MOON LAM WILLIS PLUS LIMITED PA UNIVERSAL OPPORTUNITY VII LIMITED SUBSCRIPTION AND INVESTOR’S RIGHTS AGREEMENT relating to US$60 million secured bonds due 2017

Subscription and Investor Rights Agreement Exhibit 99.7 Dated 24 July 2012 MR. CHENG CHUNG HING and MR. LEUNG MOON LAM and WILLIS PLUS LIMITED and PA UNIVERSAL OPPORTUNITY VII LIMITED SUBSCRIPTION AND INVESTOR’S RIGHTS AGREEMENT relating to US$60 million secured bonds due 2017 10th Floor, Alexandra House Chater Road Hong Kong Telephone (852) 2842 4888 Facsimile (852) 2810 8133/2810 1695 Ref L-2022

August 3, 2012 EX-99.10

Dated [•] 2012 MR CHENG CHUNG HING MR. LEUNG MOON LAM as Guarantors of the Bonds issued by WILLIS PLUS LIMITED DEED OF GUARANTEE

Form of Guarantee relating to the PAG Bonds Exhibit 99.10 Dated [•] 2012 MR CHENG CHUNG HING and MR. LEUNG MOON LAM as Guarantors of the Bonds issued by WILLIS PLUS LIMITED DEED OF GUARANTEE Linklaters 10th Floor, Alexandra House Chater Road Hong Kong Telephone (+852) 2842 4888 Facsimile (+852) 2810 8133/2810 1695 Ref L-202213 This Deed of Guarantee is made on [•] 2012 by MR CHENG CHUNG HING, a na

August 3, 2012 6-K

Current Report of Foreign Issuer - FORM 6-K

6-K 1 d386987d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2012 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, Th

August 3, 2012 EX-99.5

Dated [•] July 2012 CHINA METRO-RURAL HOLDINGS LIMITED WILLIS PLUS LIMITED REGISTRATION RIGHTS AGREEMENT

Form of Registration Rights Agreement Exhibit 99.5 Dated [•] July 2012 CHINA METRO-RURAL HOLDINGS LIMITED and WILLIS PLUS LIMITED REGISTRATION RIGHTS AGREEMENT Linklaters 10th Floor, Alexandra House Chater Road Hong Kong Telephone (+852) 2842 4888 Facsimile (+852) 2810 8133/2810 1695 Ref L-202213 Table of Contents Contents Page 1 Definitions 1 2 Registration 4 3 Related Obligations 6 4 Obligations

August 3, 2012 EX-99.2

Dated 24 July 2012 CHINA METRO-RURAL HOLDINGS LIMITED WILLIS PLUS LIMITED SUBSCRIPTION AGREEMENT relating to US$60 million convertible bonds due 2017 convertible into ordinary shares of China Metro-Rural Holdings Limited 6,000,000 warrants exercisabl

Subscription Agreement for the Convertible Bonds Exhibit 99.2 Dated 24 July 2012 CHINA METRO-RURAL HOLDINGS LIMITED and WILLIS PLUS LIMITED SUBSCRIPTION AGREEMENT relating to US$60 million convertible bonds due 2017 convertible into ordinary shares of China Metro-Rural Holdings Limited and 6,000,000 warrants exercisable into ordinary shares of China Metro-Rural Holdings Limited 10th Floor, Alexand

August 3, 2012 EX-99.9

[PAG BOND]

Form of Terms and Conditions relating to the PAG Bonds Exhibit 99.9 [PAG BOND] THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT

August 3, 2012 EX-99.4

[•] 2012 CHINA METRO-RURAL HOLDINGS LIMITED WARRANT INSTRUMENT relating to Registered Warrants to subscribe for China Metro-Rural Holdings Limited

Form of Warrant Instrument Exhibit 99.4 [•] 2012 CHINA METRO-RURAL HOLDINGS LIMITED WARRANT INSTRUMENT relating to Registered Warrants to subscribe for Shares of China Metro-Rural Holdings Limited Linklaters 10th Floor, Alexandra House Chater Road Hong Kong Telephone (852) 2842 4888 Facsimile (852) 2810 8133/2810 1695 Ref: L-202213 TABLE OF CONTENTS Contents Page 1 Interpretation 1 2 Form of the W

August 3, 2012 EX-99.3

[ISSUER CONVERTIBLE BOND]

Form of Terms and Conditions Relating to the Convertible Bonds Exhibit 99.3 [ISSUER CONVERTIBLE BOND] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SO

August 3, 2012 EX-99.1

China Metro-Rural Holdings Limited

Press Release Exhibit 99.1 Press Release dated August 3, 2012. China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces Issuance of US$60 million Guaranteed Secured Convertible Bonds and Warrants Exercisable up to 6 million Ordinary Shares NEW YORK — (MARKETWIRE) — August 3, 2012 — China Metro-Rural Holdings Limited (NYSE MKT: CNR) is pleased to announce that it plans to issue US$60,

August 3, 2012 EX-99.8

Dated 24 July 2012 WILLIS PLUS LIMITED MR. CHENG CHUNG HING MR. LEUNG MOON LAM PA UNIVERSAL OPPORTUNITY VII LIMITED DEED OF UNDERTAKINGS relating to 14 per cent. Guaranteed Secured Convertible Bonds due 2017 convertible into the ordinary shares of Ch

Deed of Undertakings and Negative Pledge Agreement Exhibit 99.8 Dated 24 July 2012 WILLIS PLUS LIMITED and MR. CHENG CHUNG HING and MR. LEUNG MOON LAM and PA UNIVERSAL OPPORTUNITY VII LIMITED DEED OF UNDERTAKINGS relating to US$60,000,000 14 per cent. Guaranteed Secured Convertible Bonds due 2017 convertible into the ordinary shares of China Metro-Rural Holdings Limited and 6,000,000 warrants exer

July 16, 2012 EX-4.19

1 Xi’an International Trust Co., Ltd. Trust Loan Contract

Loan Contract between China Tieling Northeast and Xi'an Int'l Trust Co., Ltd. Exhibit 4.19 Xi’an International Trust Co., Ltd. Trust Loan Contract Contract Number: [Not disclosed in this translation] Borrower: China Northeast Logistics City Co, Ltd (the “Borrower”) Address: [Not disclosed in this translation] Legal representative: Cheng Chung Hing Postal code: [Not disclosed in this translation] T

July 16, 2012 EX-4.17

Dated the 25th day of August 2011 CHINA METRO-RURAL EXCHANGE LIMITED SU SHAOBIN ( ) SERVICE AGREEMENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2 5. REMUNERATION 3 6. OTHER BENEFITS 3 7. EXPENSES

Service Agreement between China Metro-Rural Exchange Limited and Mr. Su Shaobin Exhibit 4.17 Dated the 25th day of August 2011 CHINA METRO-RURAL EXCHANGE LIMITED AND SU SHAOBIN ( ) SERVICE AGREEMENT CONTENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2 5. REMUNERATION 3 6. OTHER BENEFITS 3 7. EXPENSES 4 8. DEDUCTIONS 4 9. LEAVE 4 10. TERMINATION

July 16, 2012 EX-4.15

Part I: Commercial Terms 1. Type of loan: þ Short term working capital loan ¨ Medium to long term working capital loan 2. The loan amount under this Contract is RMB (currency) Twenty million (in words). 3. The specific purpose of the loan under this

Loan Contact between China Tieling Northeast and SPD Bank - 8/19/11 Exhibit 4.15 SPD Bank Working Capital Loan Contract Contract Number: [Not disclosed in this translation] The Borrower: China Northeast Logistics City Co., Ltd. The Lender:Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: For funding needs, the Borrower applies for working capital loan from the Lender: After revie

July 16, 2012 EX-4.21

Part I: Commercial Terms 1. Type of loan: þ Short term working capital loan ¨ Medium to long term working capital loan 2. The loan amount under this Contract is RMB (currency) Ten million (in words). 3. The specific purpose of the loan under this Con

Loan Contract between China Tieling Northeast and SPD Bank - 9/27/2011 Exhibit 4.21 SPD Bank Working Capital Loan Contract Contract Number: [Not disclosed in this translation] The Borrower: China Northeast Logistics City Co., Ltd. The Lender:Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: For funding needs, the Borrower applies for working capital loan from the Lender: After re

July 16, 2012 EX-99.1

China Metro Rural Holdings Limited

EX-99.1 2 d381029dex991.htm PRESS RELEASE Exhibit 99.1 China Metro Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Files Form 20-F and Letter from the Chairman NEW YORK—(MARKETWIRE) — July 16, 2012 — China Metro-Rural Holdings Limited (the “Company” or “CNR”) (NYSE MKT: CNR) today announced the filing of its 2012 annual report on Form 20-F for the fiscal year ended March 31, 2012 with the Securit

July 16, 2012 EX-13.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Chief Financial Officer required by 18 U.S.C. Section 1350 EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of China Metro-Rural Holdings Limited (the “Company”) on Form 20-F for the fiscal year ended March 31, 2012 as filed with the Securities and Exchange Commi

July 16, 2012 EX-4.14

Part I: Commercial Terms 1. Type of loan: þ Short term working capital loan x Medium to long term working capital loan 2. The loan amount under this Contract is RMB (currency) Fifty million (in words). 3. The specific purpose of the loan under this C

Loan Contact between China Tieling Northeast and SPD Bank - 7/13/11 Exhibit 4.14 SPD Bank Working Capital Loan Contract Contract Number: [Not disclosed in this translation] The Borrower: China Northeast Logistics City Co., Ltd. The Lender:Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: For funding needs, the Borrower applies for working capital loan from the Lender:After review

July 16, 2012 EX-4.18

1 SPD Bank Working Capital Loan Contract þ (3) Interest settlement method (“ü” for selected, and “x” for not selected) x Monthly, the interest settlement date is on the 20th of every month; þ Quarterly, the interest settlement date is on the 20th of

Loan Contract between China Tieling Northeast and SPD Bank - 8/30/2011 Exhibit 4.18 SPD Bank Working Capital Loan Contract Contract Number: [Not disclosed in this translation] The Borrower: China Northeast Logistics City Co., Ltd. The Lender:Shanghai Pudong Development Bank Co., Ltd. Shenyang Branch Whereas: For funding needs, the Borrower applies for working capital loan from the Lender:After rev

July 16, 2012 EX-99.1

[China Metro-Rural Letterhead]

Notice to Warrant Holders Exhibit 99.1 [China Metro-Rural Letterhead] July 16, 2012 Dear Warrant Holders, RE: ADJUSTMENT TO THE EXERCISE PRICE OF WARRANTS In respect of the Warrants that the Company issued to you on May 11, 2011 and further to the letter we sent to you dated August 16, 2011 concerning an adjustment due to certain share issuances in August of 2011, the Company hereby informs you th

July 16, 2012 6-K

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2012 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2208, 22/F Sun Life Tower, The Gateway, 15 Canton Road, Tsims

July 16, 2012 EX-1.2

TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED ARTICLES OF ASSOCIATION China Metro-Rural Holdings Limited (a company limited by shares) (Adopted by way of resolution of members on 19 March 2010)

EX-1.2 2 d286186dex12.htm AMENDED AND RESTATED ARTICLES OF ASSOCIATION Table of Contents Exhibit 1.2 TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF China Metro-Rural Holdings Limited (a company limited by shares) (Adopted by way of resolution of members on 19 March 2010) Table of Contents TABLE OF CONTENTS INTERPRETATION 1 1

July 16, 2012 EX-12.2

Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer required by Section 302 Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Lee Che Chiu, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a m

July 16, 2012 EX-4.16

Dated the 25th day of August 2011 China Metro-Rural Exchange Limited Ho Min Sang SERVICE AGREEMENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2 5. REMUNERATION 3 6. OTHER BENEFITS 3 7. EXPENSES 4

EX-4.16 5 d286186dex416.htm SERVICE AGREEMENT BETWEEN CHINA METRO-RURAL EXCHANGE LIMITED AND MR. HO MIN SANG Exhibit 4.16 Dated the 25th day of August 2011 China Metro-Rural Exchange Limited AND Ho Min Sang SERVICE AGREEMENT CONTENT Clause Description Page 1. INTERPRETATION 1 2. APPOINTMENT 2 3. DURATION 2 4. EXECUTIVE’S DUTIES 2 5. REMUNERATION 3 6. OTHER BENEFITS 3 7. EXPENSES 4 8. DEDUCTIONS 4

July 16, 2012 EX-4.20

1 Xi’an International Trust Co., Ltd. Trust Loan Contract

Loan Contract between Tieling North Asia Development Co., Ltd. and Xi'an Int'l Exhibit 4.20 Xi’an International Trust Co., Ltd. Trust Loan Contract Contract Number: [Not disclosed in this translation] Borrower: China North Asia Development Co, Ltd (the “Borrower”) Address: [Not disclosed in this translation] Legal representative: Cheng Chung Hing Postal code: [Not disclosed in this translation] Te

July 16, 2012 EX-99.1

China Metro-Rural Holdings Limited Dear Shareholders: July 16, 2012

Notice of the Annual General Meeting Exhibit 99.1 China Metro-Rural Holdings Limited Dear Shareholders: July 16, 2012 You are cordially invited to join us at the Annual General Meeting of shareholders of China Metro-Rural Holdings Limited, or China Metro, to be held at 10:30 a.m. (Hong Kong time) on September 4, 2012. The Annual General Meeting will be held at China Metro-Rural Holdings Limited, l

July 16, 2012 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consent of Independent Registered Public Accounting Firm EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-165783) and Registration Statement on Form F-3 (No. 333-171825) of China Metro-Rural Holdings Limited of our report dated July 16, 2012 relating to the financial statemen

July 16, 2012 20-F

- FORM 20-F

Form 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 16, 2012 EX-4.22

Dated: the 4th day of November 2011. CHINA METRO-RURAL LIMITED THIRD PARTY LOAN AGREEMENT

EX-4.22 11 d286186dex422.htm LOAN CONTRACTS BETWEEN CHINA METRO-RURAL LIMITED AND INDEPENDENT THIRD PARTIES Exhibit 4.22 Dated: the 4th day of November 2011. ******************************** * CHINA METRO-RURAL LIMITED and THIRD PARTY ******************************** ** LOAN AGREEMENT ******************************** ** 1 THIS LOAN AGREEMENT made this 4th day of November Two Thousand and Eleven. B

July 16, 2012 EX-12.1

Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer required by Section 302 Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Sio Kam Seng, certify that: 1. I have reviewed this Annual Report on Form 20-F of China Metro-Rural Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a m

July 16, 2012 EX-13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Chief Executive Officer required by 18 U.S.C. Section 1350 EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of China Metro-Rural Holdings Limited (the “Company”) on Form 20-F for the fiscal year ended March 31, 2012 as filed with the Securities and Exchange Commi

July 16, 2012 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2012 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2208, 22/F Sun Life Tower, The Gateway, 15 Canton Ro

July 16, 2012 6-K

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2012 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F, Sun Life Tower The Gateway, 15 Canton Road Tsimsh

July 11, 2012 6-K

Current Report of Foreign Issuer - FORM 6-K

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2012 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2208, 22/F Sun Life Tower, The Gateway, 15 Canton Ro

July 11, 2012 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d377904dex991.htm PRESS RELEASE Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE China Metro-Rural Holdings Limited Sets 20-F Filing Date NEW YORK, (MARKETWIRE) – July 11, 2012 – China Metro-Rural Holdings Limited (NYSE MKT: CNR) (the “Company”) is pleased to inform its shareholders that its Form 20-F for the fiscal year ended March 31, 2012 (“2012 Form 20-F”) is set

February 23, 2012 CORRESP

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Correspondence with the SEC [Letterhead of Orrick, Herrington & Sutcliffe LLP] February 23, 2012 Brett E.

November 28, 2011 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2011 Commission File Number 000-53

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2011 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canto

November 28, 2011 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2011 Commission File Number 000-53

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2011 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canto

November 28, 2011 EX-99.1

China Metro-Rural Holdings Limited

Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces its Results for the Six Months ended September 30, 2011 NEW YORK, (MARKETWIRE) ? November 28, 2011 ? China Metro-Rural Holdings Limited (the ?Company?) is pleased to announce its unaudited consolidated financial results of the Company and its subsidiaries (collectively the ?Group?) for the six months ended Septembe

November 28, 2011 EX-99.1

China Metro-Rural Holdings Limited

Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Files Interim Results and Letter from the Chairman NEW YORK, (MARKETWIRE) ? November 28, 2011 ? China Metro-Rural Holdings Limited (the ?Company?) announces the filing of its interim results for the six months ended September 30, 2011 with the Securities and Exchange Commission (?SEC?) and the following letter from the Chair

November 16, 2011 EX-99.1

China Metro-Rural Holdings Limited

Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces Dr. ZHANG Chunting?s Resignation as the President NEW YORK, (MARKETWIRE) ? November 16, 2011 ? China Metro-Rural Holdings Limited (the ?Company?) announces Dr. Zhang Chunting (?Dr. Zhang?) has tendered his resignation to the Board of Directors (the ?Board?) to resign from the position as President of the Company. A

November 16, 2011 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2011 Commission File Number 000-53

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2011 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canto

October 20, 2011 EX-99.1

China Metro-Rural Holdings Limited

Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Sets Date for 2011 Interim Results Announcement NEW YORK, (MARKETWIRE) - October 20, 2011- China Metro-Rural Holdings Limited (the ?Company?) announces that it expects to file its interim results for the six months ended September 30, 2011 on Monday, November 28, 2011 after the market closes. With a global recession touted a

October 20, 2011 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2011 Commission File Number 000-537

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2011 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton

September 22, 2011 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2011 Commission File Number 000-5

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2011 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Cant

September 22, 2011 EX-99.1

China Metro-Rural Holdings Limited

EX-99.1 2 d235158dex991.htm PRESS RELEASE Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE CNR Announces New Project in Qiqihaer NEW YORK, (MARKETWIRE) — September 22, 2011 — China Metro-Rural Holdings Limited (the “Company”) (NYSE Amex: CNR) is pleased to announce the acquisition of China Focus City (H.K.) Holdings Limited by China Metro-Rural Limited, one of the subsidiaries

September 6, 2011 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Titl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Su Shaobin 80 SHEUNG SHING ST CELESTIAL HEIGHTS APARTMENT NO. 19 33/F KOWLOON HONG KONG Zhong Ying

August 29, 2011 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Su Shaobin 80 SHEUNG SHING ST CELESTIAL HEIGHTS APARTMENT NO. 19 33/F KOWLOON HONG KONG (Name, Addres

August 29, 2011 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of Aug 2011 Commission File Number 000-53776 C

Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of Aug 2011 Commission File Number 000-53776 China Metro-Rural Holdings Limited (Translation of registrant’s name into English) Suite 2204, 22/F Sun Life Tower, The Gateway, 15 Canton Roa

August 29, 2011 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Ho Min Sang 1 AUSTIN RD W UNION SQUARE THE WATERFRONT TOWER 1 42/F FLAT F KOWLOON HONG KONG (Name, Ad

August 29, 2011 EX-99.1

China Metro-Rural Holdings Limited

Exhibit 99.1 China Metro-Rural Holdings Limited FOR IMMEDIATE RELEASE Appointment of Directors of the Company NEW YORK, (MARKETWIRE) ? August 29, 2011? China Metro-Rural Holdings Limited (the ?Company?) (NYSE Amex: CNR) is pleased to announce the appointments of Mr. Ho Min Sang (?Mr. Ho?) and Mr. Su Shaobin (?Mr. Su?) as the Directors of the Company and the appointment of Mr. Sio Kam Seng (?Mr. Si

August 29, 2011 EX-99.1

Joint Filing Agreement

Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D(including any and all amendments thereto, the ?Schedule 13D?) relating to the ordinary shares, par value US$0.

August 25, 2011 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHINA METRO-RURAL HOLDINGS LIMITED (Name of Issuer) Ordinary shares, par value US$0.001 per share (Title of Class of Securities) G3163G104 (CUSIP Number) Su Shaobin 80 SHEUNG SHING ST CELESTIAL HEIGHTS APARTMENT NO. 19 33/F KOWLOON HONG KONG Zhong Ying Li

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